1 INT. A STUFFY MANSION--A NIGHT ABOUT FORTY YEARS AGO 1

The viewer floats through an overbearing mansion and

up its sweeping staircase to where a stern man in

conservative dress is pacing back and forth, smoking a

cigarette in a cigarette holder. He is the FATHER. The

throes-of-labor pants and moans of the MOTHER can be

heard from down the hall.

Now, eerie Gaas and Goos chill the air. The Father stops *

and gapes the cigarette holder out of his mouth to see a

dazed NURSE shuffle out of the birth room and disappear *

down the hallway.

A TRAUMATIZED DOCTOR next wanders out. The Father runs *

past him into the room. The viewer remains outside and

hears the Father's subsequent screams.

2 INT. MANSION LIVING ROOM--CHRISTMAS EVE PAST 2

A bizarrely corrugated Cage sits amid the plush, period,

and Christmased-up surroundings of the mansion. With

their backs turned to the sickly squeals emerging from

the Playpen from Hell, Father and Mother, holding

martinis, look out a window of gentle snowfall, with

bloodshot eyes. A 50's-type radio warbles "Santa Claus

is coming to Town."

A strange pair of eyes peer from the cage. Taking the

point of view of the eyes from inside the playpen, one

sees the mansion's Christmas tree from between the dark

cage slats.

GIDDY YULETIDE SINGERS

"He knows when you are sleeping,

he knows when you're awake..."

The family cat skulks past the cage -- almost. Without

warning, the cat is yanked -- so fast and powerfully it

seems that it's been sucked -- through the bars, into the

cage. A feline SCREAM, then sickening silence.

With dead syncopation, Mother and Father finish off their

martinis, and plop the empty glasses down.

3 EXT. A PARK--THAT NIGHT 3

A HAPPY COUPLE in 50's dress, pushes a baby carriage

through the park cooing toward their bundle of joy

inside.

Father and Mother straggle from the other direction,

creaking forward an ominously closed-up, wickedly de-

signed baby carriage that serves to muffle nasty whining

and thumping noises.

HAPPY COUPLE

Merry Christmas!

Father and Mother fake a smiling response that collapses

as the happy couple passes. They then brake at a story-

book bridge over a bubbling brook. With dark nonchalance,

Father and Mother each grab an end of the carriage and

heave it upward.

4 EXT. THE CARRIAGE--NIGHT 4

swirls in the air and splashes down into the small river.

Right side up, the carriage gently rides the tranquil

rapids out of the park area. It bobs through an open

sewer tunnel pipe.

5 INT. THE SEWER--NIGHT 5

The carriage innocently slides through the murky waters

of the awesomely cavernous and creepy sewer, softly

surfing its sides.

6 INT. A DARK LAIR--NIGHT 6

The resilient carriage spews from a gaping pipe into a

moat of water that surrounds a vast patch of snow and

ice that is the centerpiece of a dark and mysterious

lair.

The carriage rides a gentle wave onto the sanctuary's

arctic island, into a patch of light. From out of the

darkness of the lair, FOUR STATUESQUE EMPEROR PENGUINS

WITH DISTINGUISHED GRAY BELLIES regally approach the

carriage and surround it with spooky authority.

FROM OUT OF THE DARKNESS OF THE OPENING CREDITS WE

GO TO...

7 EXT. A DISPLAY WINDOW--EARLY EVENING OF THE CURRENT ERA 7

A Batman logo fills the frame with a portentous soundtrack

boom. A playful salvo of snowballs reverberates against

this image as the logo is revealed to be a hanging center-

piece in the display window of a store that sells Batman *

sleds, lunch boxes, T-shirts, and ticking-to-twenty-

before-Seven clocks.

8 EXT. GOTHAM PLAZA--EARLY EVENING 8

Bathed in pristine snow and packed with ELATED SHOPPERS,

POINSETTIA GRASPING LOVERS, BLESSED CAROLERS, and an

overwhelming array of Christmas decoration, the intimate

Plaza center of Gotham City has been dragged kicking and

screaming into a state of beauty and happiness.

*

An ALL-AMERICAN DAD holds up a bowed Batman sled to an *

ALL-AMERICAN MOM. An ALL-AMERICAN SON rushes up causing

All-American Dad to exaggeratedly hide the present behind

his back. *

Just behind them, an ADORABLE LITTLE GIRL takes a dollar

from her precious little purse and gives it to a

SALVATION ARMY SANTA. A sweet, microphoned voice wafts

out over the Plaza.

SWEET MICROPHONED VOICE (O.S.)

Could I have your attention, Gotham

City?

9 EXT. FROM AN ELEVATED STAGE AT THE CENTER OF THE 9

PLAZA--EVENING

A dewy-eyed young lovely, wearing a snow bunny fur, a

tiara, and a banner streamed across her chest that reads

ICE PRINCESS, continues into her mike. An Elegant Lampost

Clock, near the stage, ticks fifteen minutes till seven. *

ICE PRINCESS

It's time for tonight's Lighting

of the Tree! How 'bout that!

The merry Consumers stop to watch the Ice Princess scurry *

to an IMMENSE VIBRANTLY MULTI-COLORED BUTTON and press it

down. This causes a mammoth Christmas Tree to light up.

The crowd erupts in aahs and oohs. *

10 INT. A VERTICAL SEWER GRATE--EVENING 10

Through a grand, vertical half-circle sewer grate, an

older pair of strange eyes peer. Taking the point of

view of the eyes through the grate slats, one sees the *

blazing Christmas Tree, just as one did through the *

Playpen bars.

11 EXT. OUTSIDE THE SEWER GRATE--EVENING 11

A pair of black webbed hands -- flippers, really -- curl

out around the grate bars. Eerily poking out next is a

twisted bird-like nose and a creepy pair of barely audible

lips.

THE CREEPY LIPS

"I know when you are sleeping, I

know when you're awake."

The world's most beloved butler, ALFRED, marches past the

sewer grate, past a PAPERBOY who bustles up, holding a

newspaper headlined "PENGUIN -- MAN OR MYTH OR SOMETHING

WORSE?"

PAPERBOY

Read about the latest sighting of

the Penguin creature! He was seen

torching a homeless shelter,

robbing a blind --

ALFRED

Dear Boy! Sometimes it is a

diversion to read such piffle.

Most times it is a WASTE of time.

Alfred suddenly feels a chill from behind, and below him. *

He turns to the sewer grate just as the slimy flippers

disappear into the darkness.

12 EXT. THE TOP OF THE SHRECK BUILDING--NIGHT 12

The viewer goes from Gotham's bowels to its summit. The

top floor of the building housing the department store

is a tower of Ivory with a large, friendly sentinel of

a cat at its tippy top. Two men stand in the window,

pointing down to the Plaza below.

13 INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT 13

The conference room presents itself in its high-tech

splendor. A mighty Shreck Corporation logo of a friendly

cat adorns one wall.

The two men are MAX SHRECK and THE MAYOR. Max is a *

pillar of community charisma. The Mayor is more

straightforward, less spectacular.

MAYOR

Well here's hoping ... With Batman

protecting us, and all your enterprises

keeping our economy on full boil,

Gotham just might have its first

real Christmas in a good long while.

MAX

(nods, then)

I feel almost vulgar, in this

Yuletide context, about mentioning

the new power plant.

(MORE)

MAX (CONT'D)

But if we're gonna break ground

when we've GOTTA break ground,

I'll need permits, variances, tax

incentives ... that sort of pesky

nonsense.

Evidently, this is the first the Mayor has heard of it.

MAYOR

"Power plant"? Max, our studies *

show that Gotham has enough energy *

sources to sustain growth into the *

next cen--

MAX

(scoffs)

Your analysts are talking growth

at one percent per annum. That's

not growth, that's a mild swelling.

I'M planning ahead for a

revitalized Gotham City ... So we

can light the whole plaza without

worrying about brownouts ... Do *

you like the sound of "brownouts"?

Do you?

Behind them, Max's football-hero son CHIP (as in Chip off

the old block) enters, with SELINA KYLE, Max's beautiful-

beneath-bifocals-and-a-subdued-haircut assistant. She

sets down fresh coffee for Max and the Mayor.

MAX

Imagine a Gotham City of the future

lit up like a blanket of stars ...

but blinking on and off,

embarrassingly low on juice.

Frankly I cringe, Mr. Mayor.

Chip glances to a fierce digital clock showing 6:50.

CHIP

Dad. Mr. Mayor ... It's time to

go downstairs and bring joy to the

masses.

Max looks to the Mayor: what's it gonna be? *

MAYOR

(curt) *

Sorry. You'll have to submit *

reports, blueprints and plans to

the usual committees, through the

usual channels.

This isn't what Max wants to hear. But before he can

retort:

SELINA

Um, I had a suggestion. Well,

really, actually more of just a

question ...

Max turns, goggle-eyed at the impertinence. *

MAX

I'm afraid we haven't properly

house-broken Ms. Kyle. In the

plus column, though, she knows

how to brew coffee.

As Chip follows his father and the Mayor out he tells *

Selina, re the untouched coffee.

CHIP

Thanks. Y'know it's not the

caffeine that buzzes us -- it's

the obedience.

Now Selina is alone.

SELINA

Shut up, Chip.

Then she slaps her forehead with her palm.

SELINA

"Actually more of just a question."

You stupid corn dog. Corn dog.

Corn dog.

14 EXT. OUTSIDE SHRECK'S DEPARTMENT STORE--NIGHT 14

Max, his son and the Mayor roll out from beneath the *

SHRECK sign, through popping flashbulbs and happy

Gothamites.

Max smoothly hands a fifty and a second bill to a

Salvation Army Santa. Santa checks the second bill.

It's a single.

CHIP

Watch your step, Dad, it's pretty

grotesque...

Max gracefully side-steps an island of melting sludge. *

We follow its oozing stream down into a sewer grate.

15 INT. BELOW IN THE SEWER--NIGHT 15

A silhouette of a squat, gnarled figure responds to the

icky drizzle by flapping open an umbrella, in shadow.

16 EXT. THE STAGE--NIGHT 16

As Max and the Mayor move -- both smiling -- to the dais:

MAX

I have enough signatures -- from

Shreck employees alone -- to warrant

a recall. That's not a threat.

Just simple math.

MAYOR

Maybe. But you don't have an issue,

Max. Nor do you have a candidate.

The elegant clock behind them says five minutes till

seven. Max and the Mayor both peck the Ice Princess's

cheek. Now the Mayor takes the mike. With forced

joviality: *

MAYOR

The man who's given this city so much

is here, to keep giving. Welcome

Gotham's own Santa Claus, Max Shreck.

17 INT. MAX'S OUTER OFFICE--NIGHT 17

Selina sullenly scribbles "Obey" on a post-it pad which *

she then sticks on the edge of her computer beside other *

girlishly masochistic post-its like "Don't 'get' jokes"

and "Save it for your diary".

Selina pouts at the sound of the cheering crowd. A *

phone rings. She just stares at it. Then past it, to

a legal pad sheet with the word SPEECH scribbled atop

it. Selina pops to it in a panic.

SELINA

Darn. DARN.

18 EXT. THE STAGE--NIGHT 18

Max, the Mayor, and his staff proudly hurl small wrapped

boxes into the eager audience. Max then stops to unzip

a hand-size portfolio--it is empty. He then gives a calm,

clenched-teeth hiss to Chip. *

MAX

Forgot. My. Speech. Remind me to

take it out on Selina.

(into mike)

"Santa Claus"? 'Fraid not. I'm

just a poor schmoe who got a little

lucky, and sue me if I want to give

a little back. I only wish I could

hand out more than just expensive

baubles. I wish I could hand out

World Peace, and Unconditional

Love, wrapped in a big bow.

19 INT. SEWER BELOW THE STAGE--NIGHT 19

The umbrella closes to reveal a POV of the babbling Max

up through a stage-side sewer grate.

A RASP

Oh, but you can. Oh, but you

will ...

His clammy flipper rises up, barely into the light, to

flick open a rusted, ornately battered time-piece. One

minute till.

20 EXT. GOTHAM PLAZA--NIGHT 20

A GARGANTUAN CHRISTMAS PRESENT WITH A COLOSSAL RED BOW

is suddenly seen floating into the Plaza. Citizens turn *

their heads from the stage to gasp in wonder.

Behind the Adorable Little Girl, Alfred reaches a parked *

Wayne Rolls Royce and tosses in his present. He pulls off

a ticket from the windshield with a huff, then looks out

to the big present. Warily.

The alarms on the clocks in the Batman Store window go *

off at seven o' clock.

21 EXT. THE STAGE--NIGHT 21

The Mayor admires the Mega-gift. Grudgingly:

MAYOR

Great idea.

MAX

(mystified)

But not mine...

Max drops a present. It lands atop the sewer grate *

below.

22 INT. THE SEWER BELOW--NIGHT 22

Angle on a shadow of the face of the man one calls *

PENGUIN. *

PENGUIN

Deck the halls.

23 EXT. THE PLAZA--NIGHT 23

One can make out motorcycle wheels churning beneath the

box and even some moving feet when suddenly the front

of the box tears open. With a rebel yell, a GANG of

SURLY CARNIVAL DENIZENS WITH RED TRIANGLES TATTOOED OVER

THEIR LEFT EYES blitzkrieg the crowd, which includes

Alfred, who protectively bolts toward the Little Girl.

A STRONGMAN COVERED IN TATTOOS emerges out of the box to

slam the All-American Dad and swipe his Batman sled,

which Strongman then uses to hammer down Santa Claus.

24 EXT. BEFORE THE DEPARTMENT STORE--NIGHT 24

Oblivius, Selina rushes out with Max's speech.

A TRIO OF SCOWLING BIKERS buzz her to the ground.

The Batman sled crunches against a frosty police wind-

shield. A disgruntled COMMISSIONER GORDON sputters out

into his radio.

GORDON

What are you waiting for? The

Signal!

25 EXT. THE GOTHAM SKY--NIGHT 25

THE RENOWNED BAT BEACON blazes onto the edge of the night.

26 INT. WAYNE MANOR--NIGHT 26

The Bat Beacon can be seen through an elegant mansion

window.

Its reflection is picked up in an ornate mirror in the

grand living room and then followed to another

strategically placed mirror. The reflection glows

against the face of a sitting-in-darkness Bruce Wayne.

He moves out of the light.

27 INT. THE SEWER--NIGHT 27

Through the grate bars, the beacon in the sky can be made

out, accompanied by strange squawks.

THE RASP OF PENGUIN

Ooh, Batman... You gonna piss on *

my parade..? *

28 EXT. THE PLAZA--NIGHT 28

A FIRE BREATHER smashes open a big hole in the Batman

Store display window with his Fire-rod. He sticks his

rod in his mouth, then bellows a cloud of flame onto the

Batman merchandise.

Amid the chaos of whimpering victims and dropped shopping

bags, a fleeing Ice Princess shoves an Elderly Woman to

the ground.

29 EXT. THE STAGE--NIGHT 29

Monkeys with cap-pistols frolic on the shoulders of a man

equipped with an organ-grinder-Gatling-gun, as he fires

artillery into the Christmas tree, blasting off ornaments,

cables, and lights. Max and the Mayor hit the deck.

ORGAN GRINDER

Take THAT, tannenbaum!

A FAT CLOWN leaps onto the stage with a WICKEDLY DRESSED

DAME, who wears an assortment of knives, and a RAGGEDY

SWORD SWALLOWER who chokes up an Excaliber.

KNIFETHROWER DAME

Relax. We just came for the guy

who runs the show.

The Mayor bravely steps forward.

MAYOR

What do you want from me?

Laughing, the Sword Swallower pushes him off the stage.

SWORD SWALLOWER

Not you. Shreck.

Now Chip heroically stands.

CHIP

You'll have to go through me.

FAT CLOWN

All this courage. Goosebump-city.

Simultaneously the Knifethrower whip-throws a knife that

grazes Chip's ear.

MAX

Son!

CHIP

Dad! Save yourself!

Max has already dashed off the dais.

30 EXT./INT. BATMOBILE--NIGHT 30

The Batmobile rockets toward the viewer, the bat insignia

reflecting off the windshield. It plows through the

gargantuan "present," shredding it to pieces.

Three STILT-WALKERS are viciously kicking the crowd. *

BATMAN slams down a lever.

Twin blades sprout from the Batmobile's sides, like

wings, to saw off the stilts, whose owners now crash

down, face-first.

Out of slots, Batman fires a whooshing array of small,

black, metal frisbees into the heads of some Carnival

gangsters and Bikers.

Now he focuses upon the Tattooed Strongman, chasing

Alfred and the Little girl.

Alfred looks to the oncoming Batmobile and knowingly

ducks. A black frisbee savagely jettisons over his head,

into the Tattooed Strongman's face, crumpling him to the

ground. Alfred rises up to broadly beam at the passing

Batmobile.

31 EXT. PLAZA SIDE STREET--NIGHT 31 *

Max huffs with growing confidence, into a less crowded

sidestreet. He trots over a sewer grate.

32 INT. BENEATH THIS SIDE-STREET SEWER GRATE--NIGHT 32

Loud animalistic panting and splashing sounds are heard

as we watch Max stamping across the grate.

33 EXT. THE PLAZA--NIGHT 33

Three Clowns spin and fire frantically at the charging

Batmobile. One dives out of the way.

The other Two (one, a midget) slam atop the hood as

Batman roars toward the Batman store and the Fire-

breather blaspheming the display window.

The woozy hood-top clowns raise their guns toward the

windshield, while the escaped Clown rains bullets against

its back window.

Batman brakes the Batmobile. The Hoodtop Clowns sail

into the stunned Firebreather and all three land on the

merchandising.

Batman twists a square black Knob. A powerful STEEL JACK-

TYPE DEVICE jets out the bottom of the Batmobile and

lifts the vehicle up off the ground. The Batmobile does

a sharp 180 degree spin. Batman re-twists the knob. The

jack slams back up into the Batmobile.

The Exhaust of the spun-around Batmobile volcanoes toward

the gaping Firebreather, fittingly setting him on fire,

along with both clowns. The Batmobile thunders at the

clown who'd escaped.

This clown grabs innocent bystander Selina Kyle. In the

scuffle, a heel cracks off one of her shoes.

The blitzing Batmobile comes to a skidding halt. The

Clown presses a sleek stun-gun to Selina's neck.

SELINA

I probably shouldn't bring this up,

but this is a very serious pair

of shoes you ruined. Couldn't you

have just been a prince and broken

my jaw? My body will heal, but

this was the last pair left in my

size.

CLOWN

All these innocent bystanders and I

had to pick you ...SHUT UP!

The Batmboile door whooshes open. Batman pounds straight

at the Clown, an eerie force of nature. An ACROBAT

somersaults into his face. Batman casually punches his

lights out.

CLOWN

Listen up, Mister Man-bat, you

take one step closer and I'll...

BATMAN

Sure.

Batman gunslingers out his grapple speargun. The wired

hook rockets past the clown's jerking away head and into

the wall behind him.

CLOWN

(jeers)

Nice shot, Mister...

Batman yanks the wire, ripping off a chunk of wall that

smacks the back of the clown's head. As he staggers: *

SELINA

You shouldn'a left the other heel.

With her surviving heel, she kicks the Crumpled Clown's

knee, knocking him and the stun gun to the ground.

Batman bends to his vanquished foe. Touches the triangle

tattoo over his left eye, as Selina gushes:

SELINA

Wow. The Batman--or is it just

"Batman"? Your choice. Of course. *

Batman finds himself staring at the lovely young woman. *

For a moment, time freezes. *

BATMAN *

Gotta go. *

In a wink, he's a half-block away, being schmoozed by *

Commissioner Gordon. Onlookers CHEER. *

It's just Selina alone here with her unconscious attacker.

SELINA

Well. That was ... very brief.

Like most men in my life. What

men? Well, there's you, but ...

you need therapy.

She kneels beside the Clown. Picks up his stun-gun.

Zaps him, jolting his body a bit.

SELINA

Electroshock therapy. What a

bargain -- we BOTH feel better.

34 EXT. PLAZA SIDE STREET--NIGHT 34

Hearing the sounds of cheers, Max smiles and stops atop

a manhole to wipe his brow. Suddenly, the manhole cracks

in half, sucking down a wailing Max. The manhole flaps *

back up into a normal, seemingly untouched position.

35 EXT. THE PLAZA--NIGHT 35

The Commissioner hustles to keep pace with Batman.

GORDON

Thanks for saving the day, Batman.

(good natured huff)

Thanks for making the rest of us look

like a bunch of dolts ... I'm afraid

the Red Triangle Circus Gang is back.

BATMAN

We'll see...

Now the Mayor bustles up.

MAYOR

The Caped Crusader. We don't

deserve you! They almost made off

with our mover and shaker, Max

Shreck. But --

Belatedly it dawns on the Mayor. He looks around,

blinking.

MAYOR

Where IS that insufferable

sonovabitch?

Then he turns back, to Batman. But Batman has vanished,

too.

36 INT. SELINA'S APARTMENT--LATER THAT NIGHT 36

Selina enters, hanging up her winter coat and calling out.

SELINA

Honey, I'm home.

(then)

Oh, I forgot. I'm not married.

She wearily laughs at her private joke, then takes in her

'90's quaint, "feminine" apartment -- pink carpet, cute

linoleum, a neon "HELLO THERE!" on the wall -- *

-- a meticulous doll house, a quilt-in-progress, a pretty

embarrassing assortment of stuffed animals and a Christmas

tree.

Through her open window, a feisty, beautiful CAT slinks in.

SELINA

Miss Kitty ... Back from more

sexual escapades you refuse to

share ... not that I'd ever pry.

Drink your dinner.

She sets out a dish of milk. Miss Kitty comes over, purring.

SELINA

What did you just purr? "How can

anyone be so pathetic?" Yes, to

you I seem pathetic. But I'm a

working girl, gotta pay the rent.

Maybe if you were chipping in,

'stead of stepping out ...

She passes childhood PHOTOS of a younger happier Selina on

a trampoline, on a horse, on a mountain face ... then

turns on her answering machine.

As it plays, she opens her Murphy bed, turns down the

covers ...

MOM'S VOICE

(stern)

Selina dear. It's your mother.

Just calling to say hello --

SELINA

Yeah right, "but" --

MOM'S VOICE

-- "but" I'm disappointed you're not

coming home for Christmas. I was

looking forward to discussing your

life. To hearing just WHY you

insist on languishing in Gotham

City as some lowly secretary --

SELINA

Lowly "assistant". Thank you.

She fast forwards to:

LAME BOYFRIEND'S VOICE

Selina, about that Christmas

getaway we planned? I'll be going

alone. Doctor Shaw says I need to

be my own person now, and not an

appendage.

SELINA

(scoffs)

Some appendage.

As she fast forwards:

SELINA

The party never stops on Selina

Kyle's answering machine ... Guess

I should've let him win that last

racquetball game.

Onto the next message:

GRUFF WOMAN

Selina ... We've missed you at the

rape prevention class ... It's not

enough to master martial arts. Hey,

Elvis knew THOSE moves, and he died

fat. You must stop seeing yourself

as a vict--

Onward. Miss Kitty compassionately snuggles beside her,

as:

SELINA'S OWN VOICE

Hi, Selina, this is yourself

calling. To remind you, honey,

that you have to come all the way

back to the office unless you

remembered to bring home the Bruce

Wayne file, because the meeting's

on Wednesday and Max Slavemaster

will freak if every pertinent fact

is not at your lovely tapered

fingertips.

Selina fires her stun gun at the answering machine, jolt-

ing it off. Again, she slaps her forehead with her hand.

Then goes to her closet, puts her coat back on. As she

exits:

SELINA

The file! You stupid corn dog.

Corn dog. Deep fried! Corn dog ...

37 EXT. THE OLD GOTHAM ZOO--NIGHT 37

The viewer is suddenly wafting over the creepy panorama

of an abandoned Zoo Expo Area. *

We whoosh downward to a DECREPIT "ARCTIC WORLD" PAVILION, *

and through its Colossal, cracked Observation window.

38 INT. PENGUIN'S LAIR--NIGHT 38

We continue to squirm down the walls of the lair where *

Penguin found his home, before settling to a tight glimpse

of Max Shreck slumped over the edge of a block of ice.

Max teeters up into consciousness, glancing to his side

to see a grand Emperor Penguin curiously staring at him. *

Max yelps. The Penguin yelps back.

Calming himself, Max turns to face forward, then screams

again. The block of ice is revealed to be a strange con-

ference table populated by the Red Triangle Circus Gang, *

including: a disturbingly Ratty Poodle and its matching *

owner, a Ratty POODLE LADY; the Organ Grinder and his two *

monkeys; the Tattooed Strongman; the Sword Swallower; the *

Knifethrowing Dame; the Fat and Thin Clowns; the three *

Stiltwalkers; Flame, the Snakewoman; and four ND acrobats. *

An awesome, SEEDY ELECTRICAL GENERATOR wires to a massive

air conditioner, wheezes sparks with a malevolent hum.

The gang's snickering now fades into respectful silence.

Actual penguins of every size heedlessly horseplay in

the icy moat. Now we hear the sound of a drip. Max

turns...The drip is seen thudding against an umbrella

improbably held by one of the penguins. As he emerges

from the pack, we see that he wears a grimy coat. Then

he flaps down his umbrella, revealing his face for the

first time in glory. It is not a penguin but The Penguin.

PENGUIN

Hi.

Max launches into a face-contorting wail, but his shock

prevents him from emitting actual sound. He closes his

mouth then tries another Munchesque wail to no aural effect.

PENGUIN

I believe the word you're looking

for is...A-A-A-A-A-G-H-!

Then:

PENGUIN

Actually this is all just a bad

dream. You're home in bed.

Heavily sedated, resting

comfortably, and dying from the

carcinogens you've personally

spewed in a lifetime of profiteering.

Tragic irony or poetic justice?

You tell me.

MAX

My god ... it's true. The Penguin-

Man of the sewers ... Please, don't h--

PENGUIN

Quiet, Max. What do you think,

this is a conversation?

Max shuts right up. Penguin idly "tries out" his little

umbrella -- it spits fire. Satisfied, he sets it down.

PENGUIN

We have something in common, we

two ... We're both perceived as *

monsters. But, somehow, you're a

well-respected monster, and I am... *

to date... NOT. *

There is a small arsenal of umbrellas at his feet. He

picks up another one: it shoots knives.

MAX

(mustering courage)

Frankly I feel that's a bum rap.

I'm a businessman. Tough, yes.

Shrewd, okay. But that doesn't

make me a mon--

Penguin cuts him off with a CACKLE.

PENGUIN

Don't embarrass yourself, Max. I

know all about you. What you hide, *

I discover. What you put in your *

toilet, I place on my mantlepiece.

Get the picture?

Penguin is playing with a third umbrella. He begins to

twirl it at Max -- it's got a bright spiral pattern, like

one of those cheesy "hypno-disks" from the backs of

comic books.

MAX

What, is that supposed to

"hypnotize" me?

PENGUIN

No, just give you a splitting

headache.

MAX

Well it's not working.

Penguin "fires" the umbrella at Max -- a DEAFENING

gunshot. Max flies back in horror: Am I hit?

PENGUIN

You big baby! Just blanks. Would

I go to all this trouble tonight

just to kill you? No, I have an

entirely "other" purpose.

Suddenly Penguin is solemn, subdued -- is that a tear in

his eye?

PENGUIN

I'm ready, Max. I've been

lingering down here too long. I'm

starting to like the smell ... bad

sign. It's high time for me to

ascend. To re-emerge. With your

help, your know-how, your savvy,

your acumen. I wasn't born in the

sewer, you know. I come from ...

He looks up, at a place far above the sewers.

PENGUIN

Like you. And, like you, I want

some respect ... a recognition of

my basic humanity ... an occasional

breeze ...

Even the Circus Gang looks touched. Max stays poker- *

faced.

PENGUIN

Most of all, I want to find out who

I am. By finding my parents.

Learning my "human" name. Simple

stuff that the good people of

Gotham take for granted.

MAX

(boy, is he tough)

And exactly WHY am I gonna help

YOU?

On cue, one of the Carny Creeps hands Penguin a grimy

Christmas stocking with "Max" disturbingly stitched on it.

PENGUIN

Well, let's start with a batch of

toxic waste from your "clean"

textile plant. There's a whole

lagoon of this crud, in the back...

He pulls a rusty thermos from the stocking and, from the

thermos, pours some goo onto the tabletop, which sizzles.

MAX

Yawn. That coulda come from anywhere.

PENGUIN

What about the documents that prove

you own half the firetraps in Gotham?

MAX

If there were such documents -- and

that is not an admission -- I would

have seen to it they were shredded.

Another Carny Goon hands over a sheaf of papers -- they've

been shredded, but carefully placed together with tape.

PENGUIN

A lot of tape and a little patience

make all the difference. By the way,

how's Fred Adkins, your old partner?

MAX

(rattled)

Fred. Fred? He's ... actually he's

been on an extended vacation, and --

From under the table, Penguin pulls out a discolored human

hand and happily waves it at a whitened Max.

PENGUIN

(ventriloquist)

Hi, Max. Remember me? I'm Fred's

hand.

(leans forward)

Want to greet any other body parts?

Or stroll down memory lane, with

torn-up kinky Polaroids? Failed

urine tests? Remember, Max ...

You flush it, I flaunt it.

Max sits here -- chastened, thoughtful, considering all

the incriminating evidence before him. Now he manages

a smile.

MAX

You know what, Mr. ... Penguin-Sir?

I think perhaps I could help

orchestrate a little welcome-home

scenario for you. And once we're

both back home, perhaps we can *

help each other out ... *

PENGUIN *

You won't regret this, Mr. Shreck. *

He puts out a hand. Max shakes. Penguin abruptly pulls *

his flipper away, leaving Max holding "Fred"'s severed

paw.

*

The Carny Crew booms in laughter. Max offers a weak giggle.

38A EXT. GOTHAM PLAZA - NEXT DAY 38A

The Mayor, accompanied by TV news-cams, grimly tours the

scene of last night's rampage. Accompanied by his Wife,

holding their BABY (great photo op) and an appropriately

solemn Max.

MAYOR

(to reporters)

I tell you this, not just as an

official, but as a husband and

father ... last night's eruption

of lawlessness will never hap-- *

Suddenly from behind the ravaged Tree, an ACROBAT-THUG

somersaults at the Mayor's Wife, and snatches the Baby!

Then leaps onto the platform and holds the baby up, like

an Oscar.

ACROBAT-THUG

I'm not one for speeches, so I'll

just say "Thanks".

The Mayor lunges for the attacker and gets pivot-kicked

to the ground. The THUG races through a frightened crowd --

-- and falls into an open manhole. As bystanders gather,

and try to peer into the darkness below, we HEAR:

THUG'S VOICE

Hey! Oww!

Now the THUMPS of somebody taking a merciless POUNDING.

And the SCREAMS of the Thug. Now he comes scrambling out

of the manhole, dazed and empty-handed ... and madly

dashes away ...

Next, amid cries of "Stand back!" and "My God, look!" the

bystanders back off, revealing the spectacle of the

Mayor's tiny child levitating -- as if by magic -- from

the depths of purgatory. But no, it's not magic ...

it's ... Penguin! He holds the babe aloft in one yucky

but powerful flipper.

39 OMITTED 39

thru thru

42 42

42A INT. WAYNE MANOR LIVING ROOM - THAT NIGHT 42A

Alfred is standing on a stepladder attaching ornaments to a

Christmas tree, but finding his attention claimed by the TV.

Bruce is sitting on the couch, also entranced by the lead

item on the local news.

TV ANCHORMAN'S VOICE

This morning's miracle... Gotham

will never forget.

42B INSERT - TV SCREEN 42B

The rest of the scene in Gotham Plaza plays out on video:

Now Penguin is fully out above the pavement, so we can

see how he'd miraculously floated up ... on a big Rubber

Duck attached to a tall scissor-lift. As CAMERA ZOOMS

IN:

ANCHORMAN'S VOICE

That's him: The shadowy, much

rumored penguin-man of the sewers,

arisen. Until today, he'd been

another tabloid myth, alongside

the Abominable Snowman and the Loch

Ness Monster ...

The Mayor's wife snatches up her baby in tears. Then, *

fighting nausea, she embraces the modest, abashed

Penguin -- whose eyes heartbreakingly blink in the

unaccustomed light.

ANCHORMAN'S VOICE

But now this odd little man-beast

can proudly stand tall, alongside

our own legendary Batman.

The Mayor tries to shake Penguin's hand ... but somehow

Max Shreck is standing between them, patting Penguin's

back.

ANCHORMAN'S VOICE

Gotham's leading citizen, Max Shreck,

had been on a fact-finding mission in

Gotham Plaza...

Shreck whispers something in Penguin's pointy little ear

-- c'mon, you're a hero, it's your moment. Embarrassed,

but -- aw, what the hell -- Penguin takes a little bow. *

Gotham Plaza erupts. "Joy To The World" PEALS over the

PA.

42C INT. WAYNE MANOR LIVING ROOM - NIGHT 42C

Bruce and Alfred are both frozen (Alfred's arm

outstretched to the tree, ornament dangling). Both still

staring, at:

42D INSERT - TV SCREEN 42D

Penguin is in Gotham Plaza, doing a live interview. *

Shabby but proud in his tattered cloak, shielding his eyes

with a small, touchingly frayed umbrella from the glare of

the studio lights. He haltingly, earnestly tells CAMERA:

PENGUIN

All I want in return ... is the

chance to ... to find my folks.

Find out who they are ... and,

thusly, who I am ... and then,

WITH my parents, just ... try to

understand why ... why they did

what I guess they felt they had

to do, to a child who was born

looking a little ... different.

A child who spent his first

Christmas, and many since, in a

sewer.

42E INT. WAYNE MANOR LIVING ROOM - NIGHT 42E

Alfred is back to trimming the tree. But Bruce still

stares at the TV screen. Presently:

ALFRED

Mr. Wayne ... Something wrong?

BRUCE

No, nothing, ah ...

(pause)

His parents ... I ... I hope he

finds them.

Alfred murmurs his agreement: that would be nice.

HOLD ON BRUCE as he continues to scrutinize the image of

the Penguin, on the screen...

42F EXT. HALL OF RECORDS - NEXT DAY 42F

Press Photographers jostle to snap photos through the

windows of the baroque old building. Frustrated Journal-

ists, barred from the building by a row of Cops, inter-

view each other.

JOURNALIST 1

Whattaya think he'll DO to his mom

and dad, when he finds 'em?

JOURNALIST 2

(stupid question)

What would you do to your mom and pa,

if they flushed YOU down the poop-

chute?

An AGGRESSIVE REPORTER tries to sneak in through a side

entrance. He's grabbed by two Shreck Security GUARDS.

GUARD 1

(escorting him off)

Mr. Penguin is not to be disturbed.

AGGRESSIVE REPORTER

(professional outrage)

The Hall of Records is a public

place! You're violating the First

Amendment, abridging the freedom

off the press --!

Suddenly Max Shreck is standing here, surrounded by a

posse of his own sympathetic reporters, who jot down every

pearl.

MAX

What about the freedom to rediscover

your roots, with dignity, with privacy?

AGGRESSIVE REPORTER

What's the deal, Mr. Shreck? Is

the Penguin a personal friend --?

He thrusts his tape-recorder at Max's mouth. Shreck

smiles.

MAX

Yes he's a personal friend. Of this

whole city. So have a heart, buddy.

He flicks off the reporter's Record button.

MAX

And give the Constitution a rest,

okay? It's Christmas.

42G INT. HALL OF RECORDS - DAY 42G

We find Penguin alone in the vast, silent Main Hall.

Seated at an enormous table. Surrounded by files marked

"Birth Certificates" ... hundreds of thousands of birth

records of Gotham's citizens, past and present ...

... and Penguin is patiently checking each certificate,

"thumbing" through them all with his slimy left flipper...

His right flipper is wrapped around a pen. Every so

often, Penguin pauses, then jots down another name, on a

legal pad. So singleminded in his search, he doesn't hear

the muffled CRIES of his name, through the windows, from

reporters ...

DISSOLVE. It's night now. A cloak of DARKNESS through

the oversized windows ... even the press has gone home ...

but Penguin is still here, he hasn't budged.

Still methodically "flipping" through all those birth

certificates ... and still jotting down names ... MALE

NAMES, BOY'S NAMES ... on a legal pad. He's filled many

pads by now -- a tall stack of them.

By the eerie light of a single table-lamp, he keeps

writing.

42H EXT. GOTHAM STREET - NIGHT 42H

The Batmobile sleekly cruises down a deserted street.

42-I INT. BATMOBILE (MOVING) - NIGHT 42-I

As Batman drives, Alfred's face comes on a screen inside

the Batmobile.

ALFRED

The city's been noticeably quiet

since the thwarted baby-napping

... yet still you patrol. What

about eating? Sleeping? You

won't be much good to anyone else *

if you don't look after yourself. *

BATMAN

The Red Triangle Circus Gang ...

they're jackals, Alfred. They

hunt in packs, at night --

ALFRED

Are you concerned about that

strange, heroic Penguin person?

Batman scoffs -- then glances out the window, at:

42J THE HALL OF RECORDS 42J

Surprise, that's where he's cruising.

The one light inside still burns, throwing a long shadow

of the strange, hunched-over Penguin -- at his desk,

resolutely doing his research.

In front of the building are a Shreck Guard and a Police-

man. Both slumped on the front stairs, both snoozing.

42K INT. BATMOBILE - LATE NIGHT 42K

As Batman drives around the Hall, checking the silent

street for trouble, then surveying the single lit window,

again:

BATMAN

(ambiguous)

Funny you should ask, Alfred.

Maybe I AM a bit concerned.

42L EXT. CEMETERY - DAY 42L

A MOB of PRESS, MORBID CURIOSITY-SEEKERS, even some over-

night PENGUIN-GROUPIES, try to muscle their way into this

grand, well-tended boneyard for the rich and expired.

Gotham's own Forest Lawn, and a flying wedge of the city's

FINEST, arms interlocked, keeps out the rabble, as ...

The Penguin, in threadbare black, waddles past the

manicured headstones to the twin markers etched with the

names Tucker Cobblepot and Esther Cobblepot.

Now, reaching his parents' final resting places, he falls

to his knees -- not very far to go. The plucks two wilted

old roses from his sleeve, and places one upon each plot.

From behind the police barricade, camera motor-drives

WHIRR. Not an instant of this drama is being lost to

posterity. A Penguin groupie faints. Around her, other

girls pick up the cue -- some wail, others swoon.

After a moment of silent contemplation, Penguin rises again.

Mournfully shambles back to the crowded cemetery entrance.

AGGRESSIVE REPORTER

(he's back)

So -- Mr. Penguin --!

PENGUIN

(quiet, tragic dignity)

I have a name. It's Oswald

Cobblepot.

AGGRESSIVE REPORTER

Mr. Cobblepot! You'll never get a

chance to settle up with 'em, huh?

Around him, the crowd gasps in shock at such nerve.

But Penguin doesn't look shocked, merely surprised. As

the flashbulbs flash (Penguin doesn't cringe -- he's

already used to this media mishegas) he pensively twirls

his umbrella and, in a reasonable facsimile of a soft,

sweet squawk:

PENGUIN

True. I was their number one son,

and they treated me like number

two. But it's human nature, to

fear the unusual ... even with all

their education and privilege ...

My dad, a district attorney, mother

active in the DAR ... Perhaps when

I held my Tiffany baby rattle with

a shiny flipper, and not five

chubby digits, they freaked.

(perfect beat)

But I forgive them.

Another ripple through the crowd, of pure love and

devotion.

42M EXT. GOTHAM PLAZA--THAT EVENING 42M

The Paperboy doesn't have enough tabloids to sell --

they're flying out of his hands. He quotes the banner

headline:

PAPERBOY

Penguin Forgives Parents ... "I'm

Fully At Peace With Myself and the

World ..."

All around him, charmed Gothamites read each other their

fave quotes from the cover story.

GOTHAMITE 1

"... You don't need hands, as long

as you've got heart ..."

GOTHAMITE 2

"... My heart is filled with love.

I feel five feet tall ..."

GOTHAMITE 3 *

He's like a frog, that became a *

prince... *

GOTHAMITE 4 *

No, he's more like a penguin... *

We pick up the excahnge of a COUPLE, as they pass:

MAN

Abandoned penguins from the old

Arctic World RAISED him...

The WOMAN wipes a tear, squeezes his hand, and gushes:

WOMAN

Makes you remember the true

meaning of the holiday. The love,

the giving ...

Forget Christmas shopping ... It's a virtual sea of the

late-city edition. Hot-off-the-presses newspapers

everywhere ...

42N INT. BATCAVE LABORATORY--SAME TIME 42N

Bruce Wayne is also reading a newspaper. But he's not

holding it and it's not today's issue ...

The newspaper is on microfiche, and it's projected on a

large screen before him. It's old, faded, yellowed ...

Bruce scans the articles and MURMURS, as he scrolls from

one to the next:

BRUCE

" ... Red Triangle Circus put on a

swell show last night, with fierce

lions ..."

He punches in a command, that appears on top of the

screen: CONTINUE SEARCH FOR: Red Triangle. A blur as

back issues whiz by, then another old article appears.

BRUCE

" ... Triangle Circus has returned

for a two-week ... Kids will love ..."

As he searches for the next reference (blurry screen

again), Alfred enters with supper, on a tray.

BRUCE

Thanks, Alfred.

He sips the soup.

BRUCE

It's cold.

ALFRED

It's vichyssoise, sir.

BRUCE

Vichyssoise.

(then)

Supposed to be cold, right?

He returns to his search through the file.

ALFRED

Mr. Wayne. Does the phrase

"Christmas holiday" hold any *

resonance for you?

Bruce laughs. Then grabs an interactive CD on his table-

top and lobs it at Alfred like a frisbee.

BRUCE

Listen to yourself, Alfred. Hassling

me, yesterday, in my car.

Alfred dutifully pops the CD in a player, and hears his

own voice, recorded last night in the Batmobile.

ALFRED'S VOICE

What about eating? Sleeping? You

won't be much good to anyone else -- *

Bruce snaps it off.

BRUCE

I learned to live without a mother

a long time ago, thanks.

Tense, he turns back to the next article, onscreen.

BRUCE

" ... Circus is back, with a freak

show that may not be suitable for

your kids. Featuring a bearded

lady, the world's fattest man, and

an aquatic bird-boy."

He turns to Alfred: what do you make of that? Alfred

shrugs.

ALFRED

Why are you now determined to prove

that this Penguin -- er, Mr. Cobblepot

-- is not what he seems? Must you be

the only lonely "man-beast" in town?

But Bruce is already engrossed in the next article

onscreen.

BRUCE

"... Circus folded its tents

yesterday, perhaps forever. After

numerous reports of missing

children in several towns, police

have closed down the Red Triangle's

fairgrounds. However, at least

one freak show performer vanished

before he could be questioned."

Bruce turns back to Alfred, a strange "smoking-gun" smile

on his face.

ALFRED

I suppose you feel better now, sir.

BRUCE

No, actually I feel worse.

The two men, regard each other -- wordless, worried.

Finally:

ALFRED

Eat up your vichyssoise. *

42-O EXT. SHRECK BUILDING--THAT NIGHT 42-O

As we BOOM UP to the Executive Suite, we see Selina Kyle

at her desk in the outer office, slaving away.

43 INT. OUTER OFFICE--NIGHT 43

Selina makes notes. Now her pen nervously jerks as Max

oozes in, surprising her with a smarmy palm on her

shoulder.

MAX

Working late? I'm touched.

SELINA

(under her breath)

No, I am.

(then, officious)

Yes, I'm boning up for your Bruce

Wayne meeting in the morning. I

pulled all the files on the

proposed power plant, and Mr.

Wayne's hoped-for investment...

I've studied up on all of it ...

I even opened the protected files

and --

Max looks surprised.

MAX

Why, how industrious. And how did

you open protected files, may I

ask?

SELINA

Well I figured that your password

was "Finster." Your Pomeranian.

And it was. And it's all very

interesting, though a bit on the

technical side, I mean about how the

power plant is a power plant in

name only since in fact it's

gonna be one big giant...

Max encourangingly nods: go on. She consults her notes.

SELINA

Big giant CAPACITOR. And that,

instead of generating power it'll

sort of be --

(checks notes again)

-- SUCKING power, from Gotham City,

and storing it ... stockpiling it,

sort of? Which, unless I'm being

dense, is a novel approach, I'd say.

MAX

And who ... would you say this TO?

Selina is suddenly a tad less certain of her position, as

Max lights a match, and sets her notepad afire. She

swallows.

SELINA

Well ... um ... nobody --?

Max drops the charred notepad and moves toward her.

MAX

... Where did curiosity get the cat?

SELINA

I'm no cat. I'm just an assistant.

A SECRETARY --

MAX

And a very, very good one.

SELINA

(a guess)

Too good?

Max nods: You got it, babycakes. Selina backs away.

SELINA

It's our secret. Honest. How can

you be so mean to someone so

meaningless?

MAX

I must protect my interests, Ms.

Kyle. And Interest Number One, is

moi.

Selina is up against the window now, her back to the

pane.

SELINA

(burst of bravado)

Okay, go ahead. Intimidate me, bully

me if it makes you feel big. I mean,

it's not like you can just kill me.

MAX

(almost pitying)

Actually, it's a lot like that.

Tense silence. Then Max smiles. Selina wipes away a

tear.

SELINA

For a second, you really frightened --

Max savagely pushes Selina through the window.

44 EXT. SHRECK ALLEY--NIGHT 44 *

Selina swirls downward through shattering glass and snow-

flakes with tragic beauty.

Her fall is (luckily) slowed by a protruding flagpole

with the smiling Shreck cat logo on its flapping flag.

Then she (luckily) lands in a deep snowdrift.

Her eyes creak open, fuzzily focusing on the happy cat above.

SELINA

(faintly)

Help me ... someone ... Miss Kitty ...

45 INT. SHRECK CONFERENCE ROOM--NIGHT 45

Max turns away from the window, stunned by his own

violence. Even more stunned, when he sees:

Chip, who's been standing in the doorway.

MAX

I ... it was terrible, I leaned

over, and accidentally knocked

her, out --

CHIP

(cool)

She jumped. She'd been depressed.

MAX

(beat, then nods)

Yes. YES. Boyfriend trouble ..?

CHIP

(shakes his head)

PMS.

He turns and walks out. Max watches his son go, seeing

him in an entirely new light.

46 EXT. SHRECK ALLEY--NIGHT 46

Miss Kitty, summoned by her desperate owner, now appears

... leading cats of every shape, color and demeanor from

every direction. Selina's cat crawls up onto Selina's

blouse and begins to breathe into her mouth in an eerie

feline C.P.R. ballet.

A Siamese whispers in Selina's ear. o-cute Tabbies

snuggle against the soles of her feet. A scraggly Tom

viciously bites her finger. Selina's eyes fly open.

47 INT. SELINA'S APARTMENT--STILL LATER THAT NIGHT 47

Battered, bloodied, and clutching Miss Kitty, Selina

re-enters her apartment. She is the malevolent antidote

to her poignantly pleasant previous self. She stares in

unmoving, but torrid self-contemplation. Then she

explodes into vivid montage:

With a black spray paint can in each hand, Selina attacks

everything pink and eggshell--carpet, couch, wallpaper.

With uncoiled wire coat-hangers, she sets about trans-

forming her Murphy bed into something weird and painful.

She flings her childhood picture off the wall into a

mini-bonfire (that includes her sad Christmas tree) set

up on her kitchen-nook table.

She lustily shoves a stuffed unicorn into her garbage

disposal. The carnage of other ex-cute toy creatures

are spread about.

Miss Kitty races about, purring in delight.

With a sewing needle, Selina repeatedly stabs her doll's

house, annihilating the micro-detailed rooms. In close-up,

the rooms seem to be invaded by a giant silver missile.

Next, with the same needle, we see her stitching together *

something slinky, stretchy and black. *

Then she assaults her feel-good neon sign. With bare

fists, she punches out the last letter of the first word

and the first letter of the second, turning "HELLO THERE!

into "HELL HERE!"

48 INT. SELINA'S APARTMENT--THE NEXT MORNING--DAY 48

As the sun rises through the windows, Selina sits in a

lotus position on the floor of her very redone apartment.

She is wearing her sinful black hand-sewn cat-suit. She *

slides a pristine bowl of milk to her content cat and

speaks in a sultry voice. Her Catwoman voice.

SELINA

I don't know about you, Miss

Kitty, but I feel. So. Much.

Yummier.

49 OMITTED 49

thru thru

56 56

57 EXT. GOTHAM PLAZA--MORNING--DAY 57

MECHANICS hustle about the tree, trying to fix it.

Bruce Wayne gazes at this hapless exercise, then moves

past the torched Bat merchandising toward the Shreck

building.

58 INT. THE OUTER OFFICE--DAY 58

Max and Chip stare, expressionless, out the shattered

office window. Snow has wisped into the office.

MAX

... I hope nothing--I don't know,

"icky" happened to her. Devoured

by stray reindeer, or ... Bruce.

Bruce Wayne has just entered. As he shakes with Max, his

eyes drift to the window.

BRUCE

Hmm. Primitive ventilation.

MAX

Damn those Carny bolsheviks the

other night, throwing bricks at

my windows --

BRUCE

No. No glass on the inside.

MAX

(fidgets)

Weird, huh?

59 INT. THE CONFERENCE ROOM--DAY 59

Bruce sits at the circular conference table. Max paces.

MAX

I'd offer you coffee, but my

assistant is using her vacation time.

BRUCE

Good time, too.

(pointedly)

Everyone but the bandits seem t